THESE AI SUPPLEMENTAL TERMS (the “Supplemental Terms”) form part of the written or electronic agreement (the “Agreement”) by and between Trimble Inc. and/or one or more of its corporate affiliates as specified in the Agreement (“Trimble”), and the other party to the Agreement (“Provider”) (each, a “Party,” and together, the “Parties”) for the provision to Trimble of products, software and/or services offered by Provider (collectively, the “Services”), where these Supplemental Terms are expressly incorporated by reference into the Agreement. These Supplemental Terms apply to any AI Features (as defined below) provided as part of the Services. In the event of a conflict between a term or provision of these Supplemental Terms and a corresponding term or provision of the Agreement, these Supplemental Terms control solely with respect to the AI Features. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions. For the purposes of these Supplemental Terms:
a. “AI Input” means information, data, materials, text, prompts, images, code, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Trimble or any of its employees, contractors, agents, or representatives (collectively, “Personnel”) for processing by or through an AI Feature, or (ii) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Trimble or its Personnel in connection with the use of an AI Feature. AI Input is Trimble confidential and proprietary information and is included in the term for such information as defined in the Agreement.
b. “AI Output” means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Input or from use of an AI Feature by or on behalf of Trimble or its Personnel. AI Output is Trimble confidential and proprietary information and is included in the term for such information as defined in the Agreement.
c. “AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
d. “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment, including but not limited to those capable of generating various types of content (including text, images, video, audio, or computer code) based on AI Input.
e. “AI Laws” means laws, rules, and regulations applicable to the design, development, creation, training, fine-tuning, implementation, deployment, provision, or use of AI Features and/or AI Technology.
f. “AI Standards” means industry standards and guidelines and standards implemented, promulgated, published, adopted, or recommended by any governmental authority, standards organization, or recognized industry group, whether binding or non-binding, relating or applicable to AI Technology.
g. “Consequential Decision” means a decision or judgment that has a legal, material, or similarly significant effect on an individual relating to the impact of, access to, provision or denial of, or the cost, terms or availability of certain things and activities.
h. “High-Risk” means AI Features and/or AI Technology designed or intended to be used to make a Consequential Decision, or as a substantial factor in making a Consequential Decision. High-Risk may include but is not limited to non-biometric profiling or identification, employment decisions, credit or sale decisions, or use as a safety component in the management & operation of critical infrastructure.
i. “Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used to train, augment the results obtained from, fine-tune, validate, test, retrain, or improve any AI Technology, specifically excluding AI Input and AI Output.
2. Ownership of AI Input and AI Output. As between Trimble and Provider, Trimble is and will remain the sole and exclusive owner of all right, title, and interest in and to all AI Input and AI Output, including all intellectual property rights relating thereto, subject only to the limited rights of use granted to Provider in Section 3 below. Trimble agrees and acknowledges that AI Features may generate output from third party queries that may be substantially similar to the AI Output provided to Trimble.
3. Limited License for, and Restrictions on, Provider Use of AI Input and AI Output. Subject to these Supplemental Terms and the Agreement, Provider may process AI Input strictly as instructed by Trimble, its affiliates, or their respective Personnel for the sole purpose of providing, and solely as necessary to provide, the AI Features through the Services for Trimble and its affiliates’ benefit.
For the avoidance of doubt, Provider will not use or modify, or permit any third party to use or modify, AI Input or AI Output or any other Confidential Information of Trimble to develop, train, retrain, tune, validate, or otherwise improve the AI Features or any AI Technology, or as prompts for any AI Technology, except that Provider may use anonymized and aggregated AI Input and AI Output (specifically excluding any content which is based on and/or includes or constitutes personal information) solely for the purposes of improving the AI Features; provided that any such use permitted under this paragraph will be solely on an as-is basis with no warranties whatsoever by Trimble, its affiliates, or their respective Personnel.
4. Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Trimble that:
a. It will promptly, fully, and accurately respond to any questionnaires or inquiries from Trimble and its affiliates relating to the AI Features and AI Functionality reasonably requested by Trimble and/or its affiliates in connection with their compliance with AI Laws and AI Standards, and will upon execution of the Agreement and annually thereafter, or at such other time promptly upon Trimble’s request, provide Trimble with the results of any audit (including but not limited to an impact, risk, and/or conformity assessment) performed by or on behalf of Provider that assesses the AI Features and/or AI Technology if Provider has performed such an audit;
b. If the AI Features include chatbot functionality, it will (or will enable Trimble to) clearly & conspicuously disclose (1) that the user is interacting with a generative AI and not a human being, (2) the types of data typically provided to the AI through the AI Features, and (3) that generative AI can make mistakes, which disclosure will occur when the user first interacts with the AI Features;
c. Its design, development, training, provision, and operation of any AI Features and AI Technology (i) complies in all material respects with all laws, rules, regulations, and other third-party contractual or other rights or requirements (including any use restrictions and other requirements of any license, consent, permission, or other contract and any website terms of use, terms of service, or other terms) applicable to (A) collection and use of Training Data, including the extraction of Training Data using web scraping, web harvesting, or similar software; (B) the design, development, creation, training, fine-tuning, use, implementation, and provision of such AI Features and AI Technology; and (C) the use of the AI Features as contemplated under the Agreement, and (ii) does not require the consent, approval, or authorization of any governmental authority or other third party which has not been obtained by Provider;
d. The use of the AI Features in accordance with the Agreement for their intended purpose does not require the provision of any payment or other consideration by Trimble, its authorized affiliates, or their respective Personnel to any third party;
e. It has provided all notices and obtained all rights necessary and required under applicable laws, rules, and regulations to collect and use all Training Data in the conduct of its business and as used in the Services, including to train AI Technology, and for Provider to grant the rights and licenses granted to Trimble under the Agreement;
f. It will promptly notify Trimble in writing if it becomes aware of any change in any applicable AI Law that would preclude Provider's performance of its material obligations related to the AI Features; and
g. There is no settled, pending, or, to Provider's knowledge as of the Effective Date, threatened action, claim, inquiry, investigation, request, or audit, and Provider has not received any written, oral, or other notice (including in the form of any offer to obtain a license) of the same: (i) alleging that any Training Data used in the development, training, improvement, or testing of any AI Feature was falsified, biased, untrustworthy, or manipulated in an unethical or unscientific way; or (ii) otherwise concerning any AI Feature or Provider's design, development, implementation, use, or provision of AI Technology as incorporated into or used with, in connection with, or in support of the AI Features.
5. Additional Terms For High-Risk AI. If Provider’s AI Features and/or AI Technology are High-Risk, the terms of this Section 5 also apply to such High-Risk AI Features and AI Technology.
a. Audit Right. During the term of the Agreement and for one (1) year thereafter, Provider will: (a) maintain complete and accurate records and documentation regarding its design, development, implementation, training, use, and provision of AI Technology and any other information relevant to Provider's compliance with these Supplemental Terms and the other terms and conditions of the Agreement, in each case as applicable or related to the AI Features; and (b) upon Trimble’s request in writing or by email, to the extent necessary for Trimble to confirm Provider's compliance with this Agreement or for Trimble to comply with AI Laws and AI Standards, allow Trimble or its authorized representative to perform an assessment, audit, examination, or review of such records and documentation, provided that Trimble will (i) provide Provider with at least fourteen (14) calendar days prior notice of any audit; (ii) undertake an audit no more than once per calendar year, except as necessary for Trimble to comply with AI Laws, AI Standards, or obligations to third parties; and (iii) conduct or cause to be conducted such audit in a manner designed to minimize disruption of Provider's normal business operations. Provider will reasonably cooperate with such assessment by providing access to knowledgeable personnel, physical and/or technical environments, documentation, and infrastructure. For the avoidance of doubt, if an audit performed by or on behalf of Provider is reasonably determined by Trimble to be sufficient to confirm Provider's compliance with this Agreement or for Trimble to comply with AI Laws and AI Standards, Trimble will not conduct a separate audit governing the same subject matter as such Provider audit.
b. Additional Representations, Warranties and Covenants. Provider further represents, warrants, and covenants to Trimble that (i) it, in accordance with applicable AI Standards, has implemented, maintains and will at all times maintain, and is and will at all times remain in material compliance with policies and procedures for the ethical, trustworthy, and responsible design, development, implementation, deployment, use, and provisioning of AI Technology incorporated into or used with, in connection with, or in support of the AI Features, including for: (A) transparency, explainability, accountability, safety, security, resiliency, privacy, fairness, mitigation and management of bias, accuracy, validity, reliability, human interpretability, and auditability; and (B) ongoing monitoring, maintenance, and oversight of the AI Features and their performance, and notifying Trimble of and resolving errors, issues, and non-conformities to its documentation; and (ii) It is in compliance with, and will at all times maintain compliance with, all AI Laws and AI Standards applicable to Provider's design, development, training, use, and provision of the AI Features as provided to Trimble and its permitted affiliates under this Agreement and the use of the AI Features by Trimble and its permitted affiliates in accordance with this Agreement.
6. Additional Indemnity. In addition to Provider's indemnification obligations under the Agreement, subject to the paragraph below Provider will indemnify, defend, and hold harmless Trimble, its affiliates, and their respective Personnel from and against any and all expenses (including without limitation reasonable attorneys’ fees, expenses, and costs arising out of the defense of such claim, action or suit, whether proven or not), damages, liabilities and costs (collectively, “Losses”) in connection with a claim, demand, suit, action, or proceeding (including, but not limited to, any governmental investigations, complaints and actions) (collectively, “Claims”) brought or claimed by a third party that arises out of or results from, or is alleged to arise out of or result from, (a) Provider's breach of any of its representations, warranties, or covenants under these Supplemental Terms, or (b) an allegation that that the AI Output or any Training Data or Provider's use thereof to train AI Technology, or Trimble, its affiliates, or their respective Personnel’s use of the foregoing, infringe, misappropriate, or otherwise violate such third party's intellectual property rights.
Provider's indemnification obligation for AI Output will not apply to the extent arising out of or resulting from (a) modification of AI Output by or on behalf of Trimble without Provider's approval; or (b) Provider’s use or processing of AI Input, in the form submitted in its performance of the Services solely for the benefit of Trimble and its affiliates strictly in accordance with the terms of this Agreement; or (c) (i) Trimble’s use or creation of AI Output that it knew or should have known was infringing; (ii) trademark violations resulting from Trimble’s use of the AI Output in trade or commerce; or (iii) Trimble’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the AI Features.
7 .Changes. AI Laws remain subject to amendment and regulations that have not yet been promulgated, and other jurisdictions are considering similar laws (all of the foregoing, “New Laws“). Trimble will have the right to modify these Supplemental Terms to the extent required for compliance with New Laws by posting a new version; unless Provider objects to such modifications in writing within thirty (30) calendar days of the date such new version is posted, as of the end of such notice period such modified version will supersede this version. Provider represents that it will periodically check for a modified version. If Provider timely objects in writing, the parties will work together in good faith to discuss and resolve such concerns. If the parties fail to resolve such concerns within thirty (30) calendar days of Trimble’s receipt of Provider’s timely written objection, notwithstanding anything to the contrary in the Agreement Trimble will have the right to terminate the Agreement at any time without penalty upon written notice to Provider.